Total E&P Canada Acquires UTS Energy for Approximately $1.5B

On October 1, 2010, Total E&P Canada Ltd., a wholly owned subsidiary of Total S.A., acquired UTS Energy Corporation, an Alberta-based oil sands exploration and development company, for purchase price consideration of approximately $1.5 billion.

In addition to cash consideration of $3.08 for each UTS share held, the shareholders of UTS received 0.1 of a share of SilverBirch Energy Corporation, a company formed pursuant to the transaction through the spin-out of certain UTS assets.

Total's in-house team was led by Jonathan Marsh, and included Olivier Insolubile of Total S.A. as well as Deidre Derworiz of Total E&P Canada Ltd. Total was represented by Goodmans LLP with a team that included Stephen Halperin, Mark Spiro and Daniel Jeon (corporate/M&A/securities); Richard Annan (competition/antitrust); Joel Schachter (foreign investment) and Carrie Smit and Jon Northup (tax).

UTS was led by its in-house counsel Jina Abells Morissette and was represented by Blake, Cassels & Graydon LLP with a team that was led by Ron Deyholos and Pat Finnerty and included Ross Bentley, Jacquie Moore, Dana Hnatiuk, Jennifer Marshall and Richard Maclean (corporate/M&A/securities); Mungo Hardwicke-Brown, Jana Prete and Kevin Kerr (energy); Navin Joneja and Gregory Hilton-Sullivan (competition/antitrust/foreign investment); Sean Maxwell (pension and employee benefits); Max Brunette (employment and labour); and Paul Logan (real estate) and by Craig Maurice of Macleod Dixon LLP as tax counsel. UTS was represented in the US by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team consisting of Andrew Foley, David Mayo, Lee Hepner and Alexis Fink.